Common use of Redemption for Tax Reasons Clause in Contracts

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18, 2014 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18, 2014 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a redemption price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “"Redemption Price”"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18from November 3, 2014 2010 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18from November 3, 2014 2010 onwards in the an interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days' nor more than 60 days' notice, and will give the Trustee not less than 45 days’ nor more than sixty (60) 60 days’ notice notice, of redemptionthis redemption pursuant to Section 11.2, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture this Section 11.1 can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture 13 or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture 13 but wishes to elect to not have its 2015 Securities redeemedredeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the “"Notice of Election”") on the back of this 2015 Securitythe Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close Close of business Business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close Close of business Business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “"Redemption Price”"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18November 3, 2014 2010 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18November 3, 2014 2010 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII 11 of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI 13 of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI 13 of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “"Notice of Election”") on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to December 15, 2015, the Company will be required to make an offer to purchase for cash (the "Fundamental Change Purchase Offer") all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Amounts, if any (the "Fundamental Change Purchase Price"), up to, but excluding, the purchase date (the "Fundamental Change Purchase Date"). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Interest Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Interest Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18, 2014 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18, 2014 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Interest Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Interest Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Interest Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Interest Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Interest Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Interest Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 Interest Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Interest Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Interest Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a Redemption Price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, excluding the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”)redemption date, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis DE MINIMIS amount) as a result of any amendment or change occurring after June 18February 27, 2014 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18February 27, 2014 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determinationpolicies or practices); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes withholding taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ 30 Business Days' nor more than sixty (60) days’ 60 Business Days' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) days 60 Business Days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, no later than the close of business on the Business Day prior to the redemption date, each Holder who does not wish to have the Company redeem its 2015 Securities can elect to convert its Securities pursuant to Article XIII of the Indenture can elect X or to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 its Securities after such Redemption Dateredemption date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such The Holder must deliver to the Company (if the Company it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a redemption the written Notice notice of Election election (the “Notice of Election”"NOTICE OF ELECTION") on the back of this 2015 Securitythe Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a the Business Day at least five (5) Business Days prior to the Redemption Dateredemption date. 20 A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Dateredemption date. If cash sufficient SECTION 309. PURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE IN CONTROL. Upon any Change in Control (as defined below) with respect to pay the Redemption Price Company, each Holder of Securities shall have the right, subject to the rights of the holders of Senior Indebtedness under Article XI of this Indenture, to require the Company to purchase all 2015 of such Holder's Securities, or a portion thereof which is $1,000 in principal amount or any positive integral multiple thereof, pursuant to an offer to purchase such Securities (or portions thereof) required to be redeemed on made by the Redemption Date is deposited with Company (the Paying Agent prior to 10:00 a.m., New York City time"CHANGE IN CONTROL OFFER"), on the Redemption Datedate (the "CHANGE IN CONTROL PURCHASE DATE") that is 30 Business Days after the date of the Change in Control Notice (as defined below) at the Change in Control Price, then on such Redemption Date, plus accrued and unpaid interest, including Additional Amounts, if any, to, but excluding, the Purchase Date. Within 30 Business Days after the occurrence of a Change in Control of the Company, the Company shall cease mail to accrue all Holders of record of the Securities at their addresses shown in the Registrar's register, and to beneficial owners of the Securities as required by applicable law, a notice (the "CHANGE IN CONTROL NOTICE") of the occurrence of such Change in Control and making the Change in Control Offer arising as a result thereof. The Company shall deliver a copy of the Change in Control Notice to the Trustee and shall cause a copy to be published at the expense of the Company in the New York Times or the Wall Street Journal or another newspaper of national circulation. To accept the Change in Control Offer, a Holder of Securities must deliver on or before the close of business on the third Business Day immediately preceding the Purchase Date written notice to the Company (or an agent designated by the Company for such 2015 purpose) and the Trustee of the Holder's acceptance of the Change in Control Offer together with the Securities or portions thereof.with respect to which the acceptance is being made, duly endorsed for transfer. Each Change in Control Notice shall state:

Redemption for Tax Reasons. The Company maymay at any time, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, at the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis minimus amount, as determined by the Company, acting reasonably) as a result of any amendment or change occurring after June 18March 30, 2014 2005 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18March 30, 2014 2005 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemptionthis redemption in accordance with the notice requirements of Section 3.3 of the Indenture, except that (i) the Company will not give notice of redemption Redemption Notice earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. For greater certainty, the Company may elect to satisfy its obligation to pay the Redemption Price pursuant to this Section, in whole or in part, by delivering Shares, as provided for, and subject to the conditions, under Section 3.6 of the Indenture. Upon receiving such notice of redemptionRedemption Notice, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII Section 3.8 of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI IV of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI IV of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice notice of Election election (the “"Notice of Election”") on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a Redemption Price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, excluding the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), redemption date if the Company has become or would become obligated to pay to the Holders any Additional Amounts (which are more than a de minimis DE MINIMIS amount) as a result of any amendment or change occurring after June 18February 27, 2014 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18February 27, 2014 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determinationpolicies or practices); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct or withhold from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes withholding taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ 30 Business Days' nor more than sixty (60) days’ 60 Business Days' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) days 60 Business Days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, no later than the close of business on the Business Day prior to the redemption date, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 its Securities after such Redemption Dateredemption date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder The holder must deliver to the Company (if the Company it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, redemption a written Notice of Election (the “Notice of Election”) on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a the Business Day at least five (5) Business Days prior to the Redemption Dateredemption date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereofredemption date.

Redemption for Tax Reasons. The Company maymay at any time, at its option, redeem the 2015 Securities, in whole but not in part, for an at the principal amount equal to (i) 100% of the Principal Amount of the 2015 Securitiesthereof, plus (ii) accrued and unpaid interest (including Additional Amountsinterest, if any), to, to but excluding, excluding the Redemption Date plus date fixed for redemption (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), ) if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis minimus amount, as determined by the Company, acting reasonably) as a result of any amendment or change occurring after June 18November 19, 2014 2009 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18November 19, 2014 2009 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded HoldersHolders and other than Excluded Taxes). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemptionthis redemption in accordance with the notice requirements of Section 3.2 of the Indenture, except that (i) the Company will not give notice of redemption Redemption Notice earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemptionRedemption Notice, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI 4 of the Indenture or (ii) in respect of Section 3.5.2 not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All Date and all future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI 4 of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemptionTrustee, a written Notice notice of Election election (the “Notice of Election”) on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent the Trustee designated by the Company in the notice of redemptionRedemption Notice, a written notice of withdrawal prior to the close of business on the two Business Day Days prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a Redemption Price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”)Date, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18December 2, 2014 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18December 2, 2014 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII Section 308 of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI Ten of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI Ten of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”"NOTICE OF ELECTION") on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close Close of business Business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close Close of business Business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “"Redemption Price”"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18, 2014 [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18, 2014 [Date of Indenture] in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII 11 of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI 13 of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI 13 of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “"Notice of Election”") on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Interest Amounts or Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to [Stated Maturity date], the Company will be required to make an offer to purchase for cash (the "Fundamental Change Purchase Offer") all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Interest Amounts or Additional Amounts, if any (the "Fundamental Change Purchase Price"), up to, but excluding, the purchase date (the "Fundamental Event Purchase Date"). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a notice (the "Fundamental Change Notice") of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security ("Fundamental Change Purchase Notice"), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18May •, 2014 2007 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18May •, 2014 2007 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed dulx xxmpleted and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a redemption price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “"Redemption Price”"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18from March 20, 2014 2008 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18from March 20, 2014 2008 onwards in the an interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of redemptionthis redemption pursuant to Section 8.02, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture this Section 8.01 can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture ARTICLE XI or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture ARTICLE XI but wishes to elect to not have its 2015 Securities redeemedredeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the “"Notice of Election”") on the back of this 2015 Securitythe Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close Close of business Business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close Close of business Business on the Business Day prior to the Redemption Date. If cash sufficient This Section 8.01 shall apply to pay the Redemption Price Securities in lieu of all 2015 Securities (or portions thereof) Section 1108 of the Base Indenture, which shall be deemed to be redeemed on replaced in its entirety, for purposes of the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereofSecurities.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 SecuritiesDebt Securities may be redeemed, in whole but not in part, for an amount upon giving no fewer than 30 and no more than 60 days’ notice to the Holders (which notice will be irrevocable), at the Province’s option at a redemption price equal to (i) 100% of the Principal Amount outstanding principal amount of the 2015 Debt Securities, plus (ii) accrued and unpaid interest (including to the redemption date and any Additional Amounts, if any)if, to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any change in, or amendment or change occurring after June 18to, 2014 in the laws (or any regulations or rulings promulgated thereunder) of Canada Argentina or any Canadian other Relevant Taxing Jurisdiction (other than the Province or any political subdivision or taxing authorityauthority thereof), or any change occurring after June 18, 2014 in the official application, administration or interpretation of such laws, regulations or application rulings (including a holding by a court of competent jurisdiction) in Argentina or any such laws other Relevant Taxing Jurisdiction other than, for the avoidance of doubt, the Province or regulations by any legislative body, court, governmental agency, political subdivision or taxing authority thereof, that the Province has or regulatory authority will become obligated to pay Additional Amounts if such change or amendment is announced and will become effective on or after the issue date of the Debt Securities (including or if the enactment applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the issue date of any legislation the Debt Securities, after such later date) and the publication of any judicial decision or regulatory or administrative determination); provided the Company such obligation cannot avoid these obligations be avoided by the Province taking reasonable measures available to it and (including, without limitation, taking reasonable measures to change the paying agent; provided, however, that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation shall not require the Province to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account ofincur material additional costs, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holderslegal or regulatory burdens). In ; provided that no such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (i) the Company will not give notice of redemption will be given earlier than sixty (60) 60 days prior to the earliest date on or from which it the Province would be obligated to pay any such Additional Amounts, and (ii) were a payment in respect of the Debt Securities then due. Prior to the giving of notice of redemption of Debt Securities pursuant to the Indenture, the Province will deliver to the Trustee an Official’s Certificate to the effect that the Province is or at the time of the Company gives redemption will be entitled to effect such a redemption pursuant to the noticeIndenture, and setting forth in reasonable detail the circumstances creating its obligation giving rise to pay such Additional Amounts remain in effect. Upon receiving such notice right of redemption, each Holder who does not wish to have . The Official’s Certificate will be accompanied by a written opinion of recognized counsel in the Company redeem its 2015 Securities pursuant to Article XIII relevant jurisdiction independent of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect Province to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is madeeffect, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Securities redeemedamong other things, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.that:

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a redemption price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18from May •, 2014 2007 onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18from May •, 2014 2007 onwards in the an interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice of redemptionthis redemption pursuant to Section 13.02, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture this Section 13.01 can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Securities redeemedredeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the “Notice of Election”) on the back of this 2015 Securitythe Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close Close of business Business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close Close of business Business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Modified Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Modified Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18[●], 2014 2012 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18[●], 2014 2012 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Modified Securities not less than thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice of redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Modified Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 Modified Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 Modified Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Modified Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Modified Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Modified Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 Modified Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 Modified Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Modified Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Modified Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount aggregate principal amount of the 2015 SecuritiesSecurity, plus (ii) accrued and unpaid interest Interest (including Additional Amounts, if anythe "Tax Redemption Price"), to, but excluding, the date of redemption (the "Tax Redemption Date plus (iiiDate") an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18December 10, 2014 2007 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authorityRelevant Taxing Jurisdiction, or any change occurring after June 18December 10, 2014 2007 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee (i) an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting taxation, who is acceptable to such change and obligation the trustee, to the effect that the Company or its successor has or will become obligated to pay Additional AmountsAmounts as a result of the change or amendment, that the Company or such successor cannot avoid payment of such Additional Amounts by taking reasonable measures available to it or its successors and that all governmental requirements necessary for it or any successor to effect the redemption have been complied with; and (ii) an Officers' Certificate, signed in the Company's name or its successor's name by any two of the Company's or its successor's executive officers or by the Company's or its successor's attorney in fact in accordance with the Company's or its successor's bylaws, stating that the Company or its successor is entitled to redeem the Securities pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the Company's right or the right of any successor to so redeem have occurred or been satisfied, that the Company or such successor cannot avoid payment of such Additional Amounts by taking reasonable measures available to it or its successors and that all governmental requirements necessary for it or any successor to effect the redemption have been complied with. The Subject to Section 15.09 of this Indenture, the Company will not and will not cause any Paying Agent paying agent or the Trustee to deduct from such Tax Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders)taxes. In such event, the Company will give notice to the Trustee and the Holders holders of the 2015 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of 20 days prior to the date fixed for redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture this Section 14.09 can elect to (i) convert its 2015 Securities pursuant to Article XVI 15 of the this Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Tax Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture 15 but wishes to elect to not have its 2015 Securities redeemed, such Holder holder must deliver to the Company (if the Company is acting as its own Paying Agentpaying agent), or to the Trustee or a Paying Agent paying agent designated by the Company for such purpose in the notice of redemption, a written Notice notice of Election election (the “"Notice of Election”") on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent Trustee or paying agent no later than the close of business on a Business Day at least five fifteen (515) Business Days prior to the Tax Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agentpaying agent), or to the Trustee or a Paying Agent paying agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Tax Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Tax Redemption Date is deposited with the Paying Agent Trustee or paying agent prior to 10:00 a.m., New York City time, on the Tax Redemption Date, then on such Tax Redemption Date, interest, including Additional Interest, Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a Redemption Price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) principal amount thereof together with accrued and unpaid interest (including Additional Amountsinterest, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”)Date, if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18December 2, 2014 2003 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18December 2, 2014 2003 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of redemptionthis redemption pursuant to Section 304, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture this Section 308 can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture Ten or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture Ten but wishes to elect to not have its 2015 Securities redeemedredeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the “Notice of Election”"NOTICE OF ELECTION") on the back of this 2015 Securitythe Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close Close of business Business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close Close of business Business on the Business Day prior to the Redemption Date. If SECTION 309. PURCHASE AT THE OPTION OF HOLDERS UPON A DESIGNATED EVENT. In the event of a Designated Event with respect to the Company, the Company will be required to make an offer to purchase for cash sufficient ("DESIGNATED EVENT PURCHASE OFFER") all outstanding Securities in positive integral multiples of $1,000 principal amount at a price equal to pay 100% of the Redemption Price principal amount of all 2015 such Securities (or portions "DESIGNATED EVENT PURCHASE PRICE") plus any accrued and unpaid interest to, but excluding, the Designated Event Purchase Date. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Designated Event Notice has been mailed ("DESIGNATED EVENT PURCHASE DATE"). Within 30 Business Days after the occurrence of a Designated Event with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the register of the Registrar, and to beneficial owners of the Securities as may be required by applicable law, a notice (the "DESIGNATED EVENT NOTICE") of the occurrence of such Designated Event and the Designated Event Purchase Offer arising as a result thereof) . The Company shall cause a copy of the Designated Event Notice to be redeemed on published at the Redemption Date is deposited with expense of the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, Company in an Authorized Newspaper. Each Designated Event Notice shall cease to accrue on such 2015 Securities or portions thereof.state:

Redemption for Tax Reasons. The Company maymay at any time, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, at the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to any of the Holders Additional Amounts (which are more than a de minimis minimus amount, as determined by the Company, acting reasonably) as a result of any amendment or change occurring after June 18March 30, 2014 2005 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18March 30, 2014 2005 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion Opinion of Canadian legal counsel Counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemptionthis redemption in accordance with the notice requirements set forth in Section 3.3, except that (i) the Company will not give notice of redemption a Redemption Notice earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. For greater certainty, the Company may elect to satisfy its obligation to pay the Redemption Price pursuant to this Section 3.8, in whole or in part, by delivering Shares, as provided for, and subject to the conditions, under Section 3.6. Upon receiving such notice of redemptionRedemption Notice, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture this Section 3.8 can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture IV or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture IV but wishes to elect to not have its 2015 Securities redeemedredeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemptionRedemption Notice, a written Notice of Election upon Tax Redemption (the “"Notice of Election”") on the back of this 2015 Securitythe Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemptionRedemption Notice, a written notice of withdrawal prior to the close of business on the Business Day prior to immediately preceding the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 2018 Interest Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 2018 Interest Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 2018 Interest Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18November 30, 2014 2015 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18November 30, 2014 2015 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 2018 Interest Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 2018 Interest Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 2018 Interest Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 2018 Interest Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 2018 Interest Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 2018 Interest Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 2018 Interest Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 2018 Interest Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 2018 Interest Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, shall have the right to redeem the 2015 SecuritiesNotes, in whole but not in part, for an amount equal to part (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more other than a de minimis amount) as a result of a Holder having delivered a Notice of Election) at the Redemption Price, if (1) there is any change or amendment (including any announced prospective change or change occurring after June 18, 2014 in amendment) to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any Canadian political subdivision or taxing authorityauthority thereof or therein, affecting taxation, or any change occurring after June 18, 2014 in the application or interpretation of such laws, regulations or application of any such laws or regulations rulings by any applicable legislative body, court, governmental agency, taxing authority agency or regulatory authority (including the enactment of Canada or of any legislation and political subdivision or taxing authority thereof or therein, which change or amendment is announced or becomes effective on or after June 18, 2004 and, in a written opinion to the publication Company of legal counsel of recognized standing, as a result of such change or amendment, the Company has or will (assuming, in the case of any judicial decision announced prospective change or regulatory amendment, that such announced change or administrative determination); provided amendment will become effective as of the date specified in such announcement and in the form announced) become obligated to pay, on the next succeeding date on which interest is due, Additional Amounts with respect to any Note pursuant to Section 10.05 of the Original Indenture and (2) the Company (or its successor), in its business judgment, determines that such obligation cannot avoid these obligations be avoided by taking the use of reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Officer's Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities Notes not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities Notes pursuant to Article XIII Section 5.02 of the First Supplemental Indenture can elect to (i) convert its 2015 Securities Notes pursuant to Article XVI Four of the First Supplemental Indenture or (ii) not have its 2015 Securities Notes redeemed, provided that no Additional Amounts that arise solely as a result of the change in Canadian tax law that caused the Additional Amounts to be payable will be payable on any payment of interest or principal with respect to the 2015 Securities Notes after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes taxes required by law to be deducted or withheld. In the event that cash payments that a Holder would otherwise be entitled to receive from the Company are insufficient to pay applicable Canadian taxes, the Company may require from the Holder as a condition to the Holder's right to receive any Limited Voting Shares on conversion or other amounts from the Company, an amount of cash sufficient to pay applicable Canadian taxes. Where no such election is made, the Holder will have its 2015 Securities Notes redeemed without any further action. If a Holder does not elect to convert its 2015 Securities Notes pursuant to Article XVI Four of the First Supplemental Indenture but wishes to elect to not have its 2015 Securities redeemedNotes redeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the “"Notice of Election”") on the back of this 2015 Securitythe Notes, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18, 2014 [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18, 2014 [Date of Indenture] in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII 11 of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI 13 of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further actionaction other than surrender of the redeemed Securities for payment of the Redemption Price. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI 13 of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly xxxx completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on one Business Day prior to the Redemption Date, then on such Redemption Date, interest, including Additional Interest Amounts or Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to [Stated Maturity date], the Company will be required to make an offer to purchase for cash (the “Fundamental Change Purchase Offer”) all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Interest Amounts or Additional Amounts, if any (the “Fundamental Change Purchase Price”), up to, but excluding, the purchase date (the “Fundamental Event Purchase Date”). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security (“Fundamental Change Purchase Notice”), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 2018 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 2018 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 2018 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18November 30, 2014 2015 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18November 30, 2014 2015 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 2018 Securities not less than thirty (30) days’ nor more than sixty (60) days’ notice of redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 2018 Securities pursuant to Article XIII of the Indenture can elect to (i) convert its 2015 2018 Securities pursuant to Article XVI of the Indenture or (ii) not have its 2015 2018 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 2018 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 2018 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 2018 Securities pursuant to Article XVI of the Indenture but wishes to elect to not have its 2015 2018 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 2018 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 2018 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 2018 Securities or portions thereof.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “Redemption Price”), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18, 2014 [Date of Indenture] in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18, 2014 [Date of Indenture] in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ nor more than sixty (60) 60 days’ notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII 11 of the Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI 13 of the Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further actionaction other than surrender of the redeemed Securities for payment of the Redemption Price. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI 13 of the Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “Notice of Election”) on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly dxxx completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on one Business Day prior to the Redemption Date, then on such Redemption Date, interest, including Additional Interest Amounts or Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof. Offer to Purchase By the Company upon a Fundamental Change. In the event of a Fundamental Change with respect to the Company at any time prior to [Stated Maturity date], the Company will be required to make an offer to purchase for cash (the “Fundamental Change Purchase Offer”) all outstanding Securities at a purchase price equal to the Principal Amount plus accrued but unpaid interest, including Additional Interest Amounts or Additional Amounts, if any (the “Fundamental Change Purchase Price”), up to, but excluding, the purchase date (the “Fundamental Event Purchase Date”). Within 30 Business Days after the occurrence of a Fundamental Change with respect to the Company, the Company shall mail to the Trustee and all Holders of the Securities at their addresses shown in the Security Register, and to beneficial owners of the Securities as may be required by applicable law, a notice (the “Fundamental Change Notice”) of the occurrence of such Fundamental Change and the Fundamental Change Purchase Offer arising as a result thereof. The Company shall be required to purchase Securities in respect of which such offer is accepted by a Holder no later than 30 Business Days after a Fundamental Change Notice has been mailed. To accept the Fundamental Change Purchase Offer, a Holder of Securities must deliver to the Company (if it is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the Fundamental Change Purchase Notice and the Trustee, on or before the close of business on the third Business Day immediately preceding the Fundamental Change Purchase Date, (i) written notice of acceptance of the Fundamental Change Purchase Offer in the form set forth in the Fundamental Change Purchase Offer Acceptance Notice on the back of this Security (“Fundamental Change Purchase Notice”), or any other form of written notice substantially similar to the Fundamental Change Purchase Notice, in each case, duly completed and signed, with appropriate signature guarantee, and (ii) such Securities that the Holder wishes to tender for purchase by the Company pursuant to the Fundamental Change Offer, duly endorsed for transfer to the Company. Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “"Redemption Price”"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18March 20, 2014 2008 in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18March 20, 2014 2008 in the interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of this redemption, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII ARTICLE VIII of the Supplemental Indenture can elect to (i) convert its 2015 Securities pursuant to Article XVI ARTICLE XI of the Supplemental Indenture or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI ARTICLE XI of the Supplemental Indenture but wishes to elect to not have its 2015 Securities redeemed, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election (the “"Notice of Election”") on the back of this 2015 Security, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close of business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close of business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof. Purchase By the Company at the Option of the Holder on the Repurchase Date. Subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of the Securities held by such Holder on May 1, 2013 (the "Repurchase Date") in integral multiples of $1,000 at a repurchase price equal to 100% of the Principal Amount of those Securities plus accrued and unpaid interest up to, but excluding, the Repurchase Date (the "Repurchase Price"). To exercise such right, a Holder shall deliver to the Paying Agent (i) a Repurchase Notice in the form set forth in the Repurchase Notice on the back of this Security, at any time from 9:00 a.m., New York City time, on the date that is 20 Business Days immediately preceding the Repurchase Date until 5:00 p.m., New York City time, on the Repurchase Date, and (ii) such Securities that the holder wishes to tender for repurchase by the Company, duly endorsed for transfer to the Company to the Paying Agent as set forth in the Indenture. If cash sufficient to pay the Repurchase Price of all Securities or portions thereof to be purchased on the Repurchase Date is deposited with the Paying Agent on the Business Day following the Repurchase Date, the Holder thereof shall have no other rights as such (other than the right to receive the Repurchase Price upon surrender of such Security).

Redemption for Tax Reasons. The Company may, at its option, redeem the 2015 Securities, in whole but not in part, for an amount at a redemption price equal to (i) 100% of the Principal Amount of the 2015 Securities, plus (ii) accrued and unpaid interest (including Additional Interest Amounts or Additional Amounts, if any), to, but excluding, the Redemption Date plus (iii) an additional 20% of the Principal Amount of the 2015 Securities (such amounts collectively, the “"Redemption Price”"), if the Company has become or would become obligated to pay to the Holders Additional Amounts (which are more than a de minimis amount) as a result of any amendment or change occurring after June 18, 2014 from [Date of Indenture] onwards in the laws or any regulations of Canada or any Canadian political subdivision or taxing authority, or any change occurring after June 18, 2014 from [Date of Indenture] onwards in the an interpretation or application of any such laws or regulations by any legislative body, court, governmental agency, taxing authority or regulatory authority (including the enactment of any legislation and the publication of any judicial decision or regulatory or administrative determination); provided the Company cannot avoid these obligations by taking reasonable measures available to it and that it delivers to the Trustee an opinion of Canadian legal counsel specializing in taxation and an Officers’ ' Certificate attesting to such change and obligation to pay Additional Amounts. The Company will not and will not cause any Paying Agent or the Trustee to deduct from such Redemption Price any amounts on account of, or in respect of, any Canadian Taxes other than Excluded Taxes (except in respect of certain Excluded Holders). In such event, the Company will give the Trustee and the Holders of the 2015 Securities not less than thirty (30) 30 days’ ' nor more than sixty (60) 60 days’ ' notice of redemptionthis redemption pursuant to Section 11.2, except that (i) the Company will not give notice of redemption earlier than sixty (60) 60 days prior to the earliest date on or from which it would be obligated to pay any such Additional Amounts, and (ii) at the time the Company gives the notice, the circumstances creating its obligation to pay such Additional Amounts remain in effect. Upon receiving such notice of redemption, each Holder who does not wish to have the Company redeem its 2015 Securities pursuant to Article XIII of the Indenture this Section 11.1 can elect to (i) convert its 2015 Securities pursuant to Article XVI of the Indenture 13 or (ii) not have its 2015 Securities redeemed, provided that no Additional Amounts will be payable by the Company on any payment of interest or principal with respect to the 2015 Securities after such Redemption Date. Securities and portions of Securities that are to be redeemed are convertible by the Holder until 5:00 p.m., New York City time, on the Business Day immediately preceding the Redemption Date. All future payments will be subject to the deduction or withholding of any Canadian Taxes required to be deducted or withheld. Where no such election is made, the Holder will have its 2015 Securities redeemed without any further action. If a Holder does not elect to convert its 2015 Securities pursuant to Article XVI of the Indenture Ten but wishes to elect to not have its 2015 Securities redeemedredeemed pursuant to clause (ii) of the preceding paragraph, such Holder must deliver to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company for such purpose in the notice of redemption, a written Notice of Election upon Tax Redemption (the “"Notice of Election”") on the back of this 2015 Securitythe Securities, or any other form of written notice substantially similar to the Notice of Election, in each case, duly completed and signed, so as to be received by the Paying Agent no later than the close Close of business Business on a Business Day at least five (5) Business Days prior to the Redemption Date. A Holder may withdraw any Notice of Election by delivering to the Company (if the Company is acting as its own Paying Agent), or to a Paying Agent designated by the Company in the notice of redemption, a written notice of withdrawal prior to the close Close of business Business on the Business Day prior to the Redemption Date. If cash sufficient to pay the Redemption Price of all 2015 Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, then on such Redemption Date, interest, including Additional Amounts, if any, shall cease to accrue on such 2015 Securities or portions thereof.